The global economy is built on certain laws. Pure command and market systems failed to prove their effectiveness. Today, the government of developed countries allows enterprises and organizations to freely carry out their activities. However, at the same time, the leadership of such powers controls the development of business, preventing the occurrence of negative phenomena in the country's economy.
One of the tools of this influence is gold share. This security has played an important role in the development of the economy of our country and many other countries. It is the control lever that the government uses when necessary to ensure the interests of citizens.
History of occurrence
Margaret Thatcher became the founder of the golden share in the 80s of the last century. This concept was widespread during privatization in the UK. The idea was picked up by many countries with economies in transition. This allowed the government to protect public and national interests. Also, the emergence of this tool was associated with the development of the stock market.
Gold share in Russia gained significant distribution in the 90s of the last century. At this time, even a controlling stake could not guarantee complete power in a particular enterprise. However, for our country, the golden share is a relatively new instrument of state influence.
It is not necessary for the President to personally attend the meeting of shareholders in order to have the right to vote in making important decisions for the company. A supervisory board and an audit committee may be established to exercise control. With the help of these departments, control over the organization of activities of a particular organization is carried out.
Essence
Gold share is a security, which gives the right to its owner to veto any decisions of the meeting of shareholders that affect the global issues of the functioning of the company. This may be a reorganization, closure of an enterprise, etc.
Gold stocks are most often owned by the government or local governments. This security leaves them the right, in certain circumstances, to adjust the company's activities in the right direction.
Some argue that issuing a golden share provides governing bodies with the organization’s activities in line with their interests. However, in practice this statement proves to be untenable. When considering standard issues regarding the work of the organization, the owner of the golden share has the same voting right as ordinary founders. The owner of the presented security receives a special right to make decisions if the issue concerns the liquidation of the enterprise. In this case, it is allowed to block such a decision for a period of 6 months. If 75% of the shareholders expressed the need to stop the work of their organization, the owner of the gold share must agree with their decision.
Legal nature of the action
Some common features with ordinary securities, which form the authorized capital of the organization, has gold share. What is it per document, it will become clear when comparing them.
Gold and ordinary shares are securities that are issued in documentary form. The difference lies in their distribution. Gold shares may be exclusively owned by the state.
Both varieties of securities presented are issued by the company when creating the organization or revaluing its authorized capital.The value of ordinary and gold shares is taken into account when forming the capital of the enterprise. The authorized capital of the company is formed from them.
Gold shares grant their holder the same rights as ordinary. After the expiration of the period of consolidation of the state, it becomes an ordinary security. Its implementation is through an auction.
Characteristics
Gold share is a special right the owner to make strategic decisions for the company. Possessing some similarities with securities issued in the usual way, it has a number of characteristic features.
The right that the presented instrument provides to its owner has a non-property expression. When distributing dividends, the owner could not claim any share of the distributed net profit. Also, upon liquidation of the company, the holder of the golden share is not entitled to receive a share of the organization’s property.
When registering, the instrument presented was not designated as a stock. This security indicates only the area of participation of its owner in decision-making within the organization. Ordinary share is a perpetual document. She has no statute of limitations. Gold shares are issued for a limited time (usually up to 3 years). They can not be transferred, alienated, pledged, etc.
Limitations
Gold share is a special tool of state intervention in the economy. The practice of its application indicates the feasibility of conducting such control. However, such intervention should be limited.
In 2008, the European Court decided to stop using gold shares. This was necessary in order to limit government interference in the corporate rights of young enterprises.
The authority of the European Court of Arbitration is unshakable: many members of the European Union government were forced to refuse such securities. At the same time, there was a risk of a falling economy in countries such as Spain and the United Kingdom. Here, the share of state influence is quite large in many sectors of the economy. However, the functioning of the business did not face serious problems. Therefore, such a measure was fully justified.
Scope in the Russian Federation
A gold share is a security whose opinions on the appropriateness of its use are ambiguous. Today, such instruments of state influence are used only in some strategic areas of the economy. They are preserved in some countries of the European Union, in Kazakhstan and our country.
The holder of a gold share in Russia has a casting vote in changing the charter of a joint-stock company, as well as in matters of its reorganization or liquidation. The government can also influence the decision on the issue of changing the size of the authorized capital.
In some cases, the owner of a gold share intervenes in negotiating and signing contracts when entering into major strategic transactions. Moreover, he puts the interests of the state in the first place. Such influence is necessary in a number of sectors important for the economy.
The essence of the action
Gold share is a kind of state insurance. It prevents the development of negative processes in the country's economy. Its owner takes into account the interests of citizens of the state and makes appropriate decisions in the process of considering important issues.
This avoids undesirable consequences both for the shareholders themselves and for all residents of the country. For example, the owner of a controlling stake in securities wants to commit a deliberately destructive act for the company. His vote would be decisive. Ordinary shareholders could not have prevented such an action. Their votes are not enough to have weight in the decision.
To prevent the death of the enterprise, the owner of the golden share is included in the process of discussing further actions of the organization.If he, on the basis of his studies, sees that the owner of a controlling stake takes a decision that will negatively affect the fate of the company, he vetoes it. This allows you to save the company.
Example
To understand the operating principle of the security presented, a specific example should be considered. Suppose a government representative in a certain federal district decided to sell a company that transports oil. To ensure the well-being of the organization after the sale, it is issued gold share. She remains with the representative of local government.
At a meeting of shareholders for some reason, the question is raised about the termination of the enterprise. The owner of the gold share blocks this decision. The company safely operates further.
Impact reduction
Golden share at different enterprises provides its owner with a different degree of influence. So, if an organization attracts foreign investment, the voting power of the holder of such a security is weakened. In this case, the representative of the authorities can only decide on changes to the provisions of the charter. He may also approve a decision made by the board of directors or veto it.
Having considered what constitutes gold share one can appreciate the importance of its application in strategic sectors of the state economy.